Form of Note. FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of February 4, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent and Collateral Agent. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. HAMMERHEAD SOLAR, LLC By: Name: Title: [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. LOANS AND PAYMENTS with respect thereto Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. EXHIBIT B to Loan Agreement FORM OF BORROWING NOTICE [See Attached] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. EXHIBIT B to Loan Agreement FORM OF BORROWING NOTICE Date: 1 Requested Borrowing Date: Bank of America, N.A. Administrative Agent 000 Xxxx Xxxxxx Mail Code: TX1-492-14-12 Xxxxxx, XX 00000-0000 Telephone: (000) 000-0000 Telecopy: (000) 000-0000 [Omitted] Bank of America Plaza 000 X Xxxxx Xxxxxx Mail Code: NC1-002-15-36 Xxxxxxxxx, XX 00000-000 Attention: Xxxxxx X. Xxxxx Telephone: (000) 000-0000 Telecopy: (000) 000-0000 [Omitted] Re: Project Shark Loan Facility This Borrowing Notice is delivered to you pursuant to Section 2.1(a)(iii) of the Loan Agreement dated as of February 4, 2014, (as amended, modified or supplemented and in effect from time to time, the “Loan Agreement”) by and among Hammerhead Solar, LLC, a Delaware limited liability company (the “Borrower”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), and Bank of America, N.A., as Collateral Agent, and as Administrative Agent (together with its successors and permitted assigns in such capacity, the “Administrative Agent”), pursuant to which the Lenders have agreed to make Loans to the Borrower. Each capitalized term used and not otherwise defined herein shall have the meaning assigned thereto in Section 1.1 of the Loan Agreement. This Borrowing Notice constitutes a request for a Loan as set forth below:
Appears in 2 contracts
Samples: Loan Agreement (Solarcity Corp), Loan Agreement (Solarcity Corp)
Form of Note. FOR VALUE RECEIVED(a) The form of Note is as follows: SOVEREIGN CREDIT FINANCE I, INC. NOTES DUE OCTOBER 15, 2000 $_______________ No._____________ Sovereign Credit Finance I, Inc., a corporation duly organized and existing under the undersigned laws of the State of Texas (herein referred to as the “Borrower”"Company"), for value received, hereby promises to pay to _____________________________ or registered assigns assigns, the principal sum of _____________________________ dollars, and to pay interest (computed on the “Lender”)basis of a 360-day year consisting of 12 months of 30 days each) on the unpaid portion of said principal sum outstanding from time to time from the date of issue, in accordance with the provisions of the Agreement (as hereinafter defined), until the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of February 4, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent and Collateral Agent. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount this Note is paid in full, at the rate of eleven percent (11.0%) per annum, which interest shall be due and payable upon the 15th day of each calendar month (for such interest rates accruing through the last day of the prior calendar month) during the term of this Note commencing with the second calendar month following the calendar month in which this Note is issued (each a "Payment Date"). The principal sum hereof shall be due and payable in six equal consecutive monthly installments commencing on the Principal Repayment Commencement Date (as hereafter defined) and thereafter on every Payment Date, until October 15, 2000 (the "Stated Maturity"), at which time all then unpaid principal and accrued interest hereunder shall be due and payable. The Principal Repayment Commencement Date is May 15, 2000. The principal of and interest on this Note are payable in such times coin or currency of the United States of America as provided in at the Agreementtime of payment is legal tender for payment of public and private debts. All payments of principal and interest made by the Company with respect to this Note shall be made applied first to interest due and payable on this Note as provided above and then to the Administrative Agent for the account unpaid principal of this Note. This Note represents a general obligation of the Lender in Dollars in immediately available funds at the Administrative Agent’s office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the AgreementCompany. This Note is one of a duly authorized issue of Notes of the Company, designated as its Notes Due October 15, 2000 (herein called the "Notes"), all issued and to be issued under an Indenture dated as of ___________, 1996 (herein called the "Indenture"), between the Company and Sterling Trust Company (the "Trustee", which term includes any successor Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights thereunder of the Company, the Trustee and the Holders of the Notes, and the terms upon which the Notes referred are, and are to be, authenticated and delivered. All capitalized terms used in this Note which are defined in the Agreement, is entitled Indenture shall have the meanings assigned to them in the Indenture. Payment of the outstanding principal of and accrued interest on this Note at the Stated Maturity or of the Redemption Price payable on any Redemption Date as of which this Note has been called for redemption shall be made upon presentation of this Note to the benefits thereof Paying Agent appointed by the Company for such purpose. Payments of all installments of interest and principal due and payable on any Payment Date (other than the Stated Maturity) shall be made by check mailed to the Person whose name appears as the Holder of this Note on the Note Register as of the first day of the month in which such Payment Date occurs (the "Record Date") without requiring that this Note be submitted for notation of payment. Checks returned undelivered will be held for payment to the Person entitled thereto, subject to the terms of the Indenture, at the office or agency in the United States of America designated by the Company for such purpose pursuant to the Indenture. If an Event of Default shall occur and be continuing with respect to the Notes, the Notes, and all principal and unpaid accrued interest, may be prepaid declared due and payable in the manner and with the effect provided in the Indenture. The Notes are redeemable, at any time, at the option of the Company on any Payment Date, in whole or in part part, at 100% of the unpaid principal amount thereof, together with accrued interest thereon; provided, however, that the Paying Agent shall be required to redeem the Notes at such time only to the extent that the Company has theretofore deposited with the Paying Agent money sufficient to effect such redemption. At least ten days prior to the Redemption Date, the Company is required to mail a notice of redemption to the registered owner of this Note specifying the Redemption Date, the Redemption Price, the name and address of the Paying Agent, that this Note must be delivered to the Paying Agent and that interest on this Note ceases to accrue on and after the Redemption Date. If provision is made for the redemption and payment of this Note in accordance with the Indenture, this Note shall thereupon cease to bear interest from and after the Redemption Date. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note may be registered on the Note Register of the Company, upon surrender of this Note for registration of transfer at the office or agency designated by the Company pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Notes of authorized denominations and for the same aggregate principal amount will be issued to the designated transferee or transferees. The Company may charge a reasonable fee for the registration of such transfer, or for any change of address of a Holder (or of any other Person to whom the Holder directs that payments under this Note are to be made). Prior to the due presentment for registration of transfer of this Note, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes under the Indenture at any time by the Company with the consent of the Majority Holders. The Indenture also contains provisions permitting the Majority Holders, on behalf of the Holders of all the Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Trustee to amend or waive certain terms and conditions provided therein. Upon set forth in the occurrence and continuation Indenture without the consent of one or more Holders of the Events of Default specified Note issued thereunder. The Notes are issuable only in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all registered form in denominations as provided in the AgreementIndenture and subject to certain limitations therein set forth. Loans made The Notes are exchangeable for a like aggregate principal amount of a different authorized denomination, as requested by the Lender Holder surrendering same. The Company may charge a reasonable fee for such exchange. This Note and the Indenture shall be evidenced construed in accordance with, and governed by, the laws of the State of Texas applicable to agreements made and to be performed therein. The Indenture and this Note are hereby expressly limited so that in no contingency or event, whether by one reason of acceleration of the maturity of this Note or more loan accounts otherwise, shall the amount paid, or records maintained agreed to be paid by the Lender Company for the use, forbearance, or detention of the money loaned under this Note or otherwise or for the payment or performance of any covenant or obligation contained herein or the Indenture or in any other document evidencing, securing or pertaining hereto, exceed the ordinary course maximum amount permissible under applicable law, as now or as hereafter amended. If from any circumstances whatsoever fulfillment of business. The Lender may also attach schedules any provision hereof or any of such other documents, at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by law, then IPSO FACTO, the obligation to be fulfilled shall be reduced to the limit of such validity, and if from any such circumstances the Holder of this Note shall ever receive interest or anything which might be deemed interest under applicable law which should exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the principal of this Note and endorse thereon not to the datepayment of interest, amount or if such excessive interest exceeds the unpaid balance of principal of this Note such excess shall be refunded to the Company. All sums paid or agreed to be paid to the Holder of this Note for the use, forbearance or detention of the indebtedness of the Company to the Holder of this Note shall, to the extent permitted by applicable law, be amortized, prorated, allocated and maturity spread throughout the full term of such indebtedness until payment in full so that the actual rate of interest on account of such indebtedness is uniform, or does not exceed the maximum rate permitted by applicable law as now or hereafter amended, throughout the term thereof. The terms and provisions of this paragraph shall control and supersede every other provision of this Note and the Indenture. The Company hereby waives, to the extent permitted by applicable law, all of its Loans and payments with respect theretorights or protections afforded by any applicable usury or interest limitation law. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice Unless the certificate of protest, demand, dishonor and non-payment of this Note. [***] Confidential treatment authentication hereon has been requested executed by the Trustee by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. HAMMERHEAD SOLAR, LLC By: Name: Title: [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. LOANS AND PAYMENTS with respect thereto Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. EXHIBIT B to Loan Agreement FORM OF BORROWING NOTICE [See Attached] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. EXHIBIT B to Loan Agreement FORM OF BORROWING NOTICE Date: 1 Requested Borrowing Date: Bank of America, N.A. Administrative Agent 000 Xxxx Xxxxxx Mail Code: TX1-492-14-12 Xxxxxx, XX 00000-0000 Telephone: (000) 000-0000 Telecopy: (000) 000-0000 [Omitted] Bank of America Plaza 000 X Xxxxx Xxxxxx Mail Code: NC1-002-15-36 Xxxxxxxxx, XX 00000-000 Attention: Xxxxxx X. Xxxxx Telephone: (000) 000-0000 Telecopy: (000) 000-0000 [Omitted] Re: Project Shark Loan Facility This Borrowing Notice is delivered to you pursuant to Section 2.1(a)(iii) of the Loan Agreement dated as of February 4, 2014, (as amended, modified or supplemented and in effect from time to time, the “Loan Agreement”) by and among Hammerhead Solar, LLC, a Delaware limited liability company (the “Borrower”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), and Bank of America, N.A., as Collateral Agent, and as Administrative Agent (together with its successors and permitted assigns in such capacity, the “Administrative Agent”), pursuant to which the Lenders have agreed to make Loans to the Borrower. Each capitalized term used and not otherwise defined herein shall have the meaning assigned thereto in Section 1.1 of the Loan Agreement. This Borrowing Notice constitutes a request for a Loan as set forth below:any purpose.
Appears in 2 contracts
Samples: Indenture (Sovereign Credit Finance I Inc), Indenture (Sovereign Credit Finance I Inc)
Form of Note. The Notes and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE NOTE IS TO BE A GLOBAL SECURITY, INSERT: This Note is a global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a depositary or a nominee of a depositary. Unless and until it is exchanged in whole or in part for Notes in definitive form, this Note may not be transferred except as a whole by the depositary to a nominee of the depositary or another nominee of the depositary or by the depositary or any such nominee to a successor depositary or a nominee of such successor depositary. Unless this Note is presented by an authorized representative of The Depository Trust Company (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx) to the issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE RECEIVEDOR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, the undersigned Cede Co., has an interest herein.] No. $ CUSIP No. TCI COMMUNICATIONS, INC. ____% SUBORDINATED DEFERRABLE INTEREST NOTE DUE _______, 2044 TCI COMMUNICATIONS, INC., a Delaware corporation (the “Borrower”"Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________ or registered assigns assigns, the principal sum of ________________ Dollars on ________________, 2044, and to pay interest on said principal sum from ________________, ____, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 of each year, commencing March 31, 1996, at the “Lender”rate of ____% per annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, at the same rate per annum. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in accordance the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Securities, as defined in said Indenture) is registered at the close of business on the regular record date for such interest installment [which shall be the close of business on the Business Day next preceding such Interest Payment Date.] [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY -- which shall be [insert date (to be selected by the Company) which is not less than 15 days prior to each Interest Payment Date.]] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date, and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Company for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the Notes not less than fifteen (15) days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in New York, New York, in any coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the security register maintained by the Registrar. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may by designated by the Property Trustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of February 4, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent and Collateral Agent. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments Indenture with respect thereto. The BorrowerEach Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for itselfany and all such purposes. Each Holder hereof, its successors and assignsby his acceptance hereof, hereby waives diligence, presentment, protest and demand and all notice of protestthe acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, demandwhether now outstanding or hereafter incurred, dishonor and non-payment waives reliance by each such holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Note. [***] Confidential treatment has been requested Note are continued on the reverse side hereof and such continued provisions shall for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. HAMMERHEAD SOLAR, LLC By: Name: Title: [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. LOANS AND PAYMENTS with respect thereto Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. EXHIBIT B to Loan Agreement FORM OF BORROWING NOTICE [See Attached] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. EXHIBIT B to Loan Agreement FORM OF BORROWING NOTICE Date: 1 Requested Borrowing Date: Bank of America, N.A. Administrative Agent 000 Xxxx Xxxxxx Mail Code: TX1-492-14-12 Xxxxxx, XX 00000-0000 Telephone: (000) 000-0000 Telecopy: (000) 000-0000 [Omitted] Bank of America Plaza 000 X Xxxxx Xxxxxx Mail Code: NC1-002-15-36 Xxxxxxxxx, XX 00000-000 Attention: Xxxxxx X. Xxxxx Telephone: (000) 000-0000 Telecopy: (000) 000-0000 [Omitted] Re: Project Shark Loan Facility This Borrowing Notice is delivered to you pursuant to Section 2.1(a)(iii) of the Loan Agreement dated as of February 4, 2014, (as amended, modified or supplemented and in effect from time to time, the “Loan Agreement”) by and among Hammerhead Solar, LLC, a Delaware limited liability company (the “Borrower”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), and Bank of America, N.A., as Collateral Agent, and as Administrative Agent (together with its successors and permitted assigns in such capacity, the “Administrative Agent”), pursuant to which the Lenders have agreed to make Loans to the Borrower. Each capitalized term used and not otherwise defined herein shall all purposes have the meaning assigned thereto in Section 1.1 of the Loan Agreement. This Borrowing Notice constitutes a request for a Loan same effect as though fully set forth below:at this place.
Appears in 2 contracts
Samples: Tci Communications Financing Iv, Tci Communications Financing Iv
Form of Note. FOR VALUE RECEIVED(a) The form of Note is as follows: SOVEREIGN CREDIT FINANCE II, INC. NOTES DUE FEBRUARY 15, 2002 $ No. --------------- ------------- Sovereign Credit Finance II, Inc., a corporation duly organized and existing under the undersigned laws of the State of Texas (herein referred to as the “Borrower”"Company"), for value received, hereby promises to pay to _____________________ or registered assigns assigns, the principal sum of _____________________ dollars, and to pay interest (computed on the “Lender”)basis of a 360-day year consisting of 12 months of 30 days each) on the unpaid portion of said principal sum outstanding from time to time from the date of issue, in accordance with the provisions of the Agreement (as hereinafter defined), until the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of February 4, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent and Collateral Agent. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount this Note is paid in full, at the rate of eleven percent (11.0%) per annum, which interest shall be due and payable upon the 15th day of each calendar month (for such interest rates accruing through the last day of the prior calendar month) during the term of this Note commencing with the second calendar month following the calendar month in which this Note is issued (each a "Payment Date"). The principal sum hereof shall be due and payable on February 15, 2002 (the "Stated Maturity"), at which time all then unpaid principal and accrued interest hereunder shall be due and payable. The principal of and interest on this Note are payable in such times coin or currency of the United States of America as provided in at the Agreementtime of payment is legal tender for payment of public and private debts. All payments of principal and interest made by the Company with respect to this Note shall be made applied first to interest due and payable on this Note as provided above and then to the Administrative Agent for the account unpaid principal of this Note. This Note represents a general obligation of the Lender in Dollars in immediately available funds at the Administrative Agent’s office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the AgreementCompany. This Note is one of a duly authorized issue of Notes of the Company, designated as its Notes Due February 15, 2002 (herein called the "Notes"), all issued and to be issued under an Indenture dated as of _______, 1998 (herein called the "Indenture"), between the Company and Sterling Trust Company (the "Trustee", which term includes any successor Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights thereunder of the Company, the Trustee and the Holders of the Notes, and the terms upon which the Notes referred are, and are to be, authenticated and delivered. All capitalized terms used in this Note which are defined in the Agreement, is entitled Indenture shall have the meanings assigned to them in the Indenture. Payment of the outstanding principal of and accrued interest on this Note at the Stated Maturity or of the Redemption Price payable on any Redemption Date as of which this Note has been called for redemption shall be made upon presentation of this Note to the benefits thereof Paying Agent appointed by the Company for such purpose. Payments of all installments of interest due and payable on any Payment Date (other than the Stated Maturity) shall be made by check mailed to the Person whose name appears as the Holder of this Note on the Note Register as of the first day of the month in which such Payment Date occurs (the "Record Date") without requiring that this Note be submitted for notation of payment. Checks returned undelivered will be held for payment to the Person entitled thereto, subject to the terms of the Indenture, at the office or agency in the United States of America designated by the Company for such purpose pursuant to the Indenture. If an Event of Default shall occur and be continuing with respect to the Notes, the Notes, and all principal and unpaid accrued interest, may be prepaid declared due and payable in the manner and with the effect provided in the Indenture. The Notes are redeemable, at any time, at the option of the Company on any Payment Date, in whole or in part part, at 100% of the unpaid principal amount thereof, together with accrued interest thereon; provided, however, that the Paying Agent shall be required to redeem the Notes at such time only to the extent that the Company has theretofore deposited with the Paying Agent money sufficient to effect such redemption. At least ten days prior to the Redemption Date, the Company is required to mail a notice of redemption to the registered owner of this Note specifying the Redemption Date, the Redemption Price, the name and address of the Paying Agent, that this Note must be delivered to the Paying Agent and that interest on this Note ceases to accrue on and after the Redemption Date. If provision is made for the redemption and payment of this Note in accordance with the Indenture, this Note shall thereupon cease to bear interest from and after the Redemption Date. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note may be registered on the Note Register of the Company, upon surrender of this Note for registration of transfer at the office or agency designated by the Company pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Notes of authorized denominations and for the same aggregate principal amount will be issued to the designated transferee or transferees. The Company may charge a reasonable fee for the registration of such transfer, or for any change of address of a Holder (or of any other Person to whom the Holder directs that payments under this Note are to be made). Prior to the due presentment for registration of transfer of this Note, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes under the Indenture at any time by the Company with the consent of the Majority Holders. The Indenture also contains provisions permitting the Majority Holders, on behalf of the Holders of all the Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Trustee to amend or waive certain terms and conditions provided therein. Upon set forth in the occurrence and continuation Indenture without the consent of one or more Holders of the Events of Default specified Note issued thereunder. The Notes are issuable only in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all registered form in denominations as provided in the AgreementIndenture and subject to certain limitations therein set forth. Loans made The Notes are exchangeable for a like aggregate principal amount of a different authorized denomination, as requested by the Lender Holder surrendering same. The Company may charge a reasonable fee for such exchange. This Note and the Indenture shall be evidenced construed in accordance with, and governed by, the laws of the State of Texas applicable to agreements made and to be performed therein. The Indenture and this Note are hereby expressly limited so that in no contingency or event, whether by one reason of acceleration of the maturity of this Note or more loan accounts otherwise, shall the amount paid, or records maintained agreed to be paid by the Lender Company for the use, forbearance, or detention of the money loaned under this Note or otherwise or for the payment or performance of any covenant or obligation contained herein or the Indenture or in any other document evidencing, securing or pertaining hereto, exceed the ordinary course maximum amount permissible under applicable law, as now or as hereafter amended. If from any circumstances whatsoever fulfillment of business. The Lender may also attach schedules any provision hereof or any of such other documents, at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by law, then IPSO FACTO, the obligation to be fulfilled shall be reduced to the limit of such validity, and if from any such circumstances the Holder of this Note shall ever receive interest or anything which might be deemed interest under applicable law which should exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the principal of this Note and endorse thereon not to the datepayment of interest, amount or if such excessive interest exceeds the unpaid balance of principal of this Note such excess shall be refunded to the Company. All sums paid or agreed to be paid to the Holder of this Note for the use, forbearance or detention of the indebtedness of the Company to the Holder of this Note shall, to the extent permitted by applicable law, be amortized, prorated, allocated and maturity spread throughout the full term of such indebtedness until payment in full so that the actual rate of interest on account of such indebtedness is uniform, or does not exceed the maximum rate permitted by applicable law as now or hereafter amended, throughout the term thereof. The terms and provisions of this paragraph shall control and supersede every other provision of this Note and the Indenture. The Company hereby waives, to the extent permitted by applicable law, all of its Loans and payments with respect theretorights or protections afforded by any applicable usury or interest limitation law. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice Unless the certificate of protest, demand, dishonor and non-payment of this Note. [***] Confidential treatment authentication hereon has been requested executed by the Trustee by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. HAMMERHEAD SOLAR, LLC By: Name: Title: [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. LOANS AND PAYMENTS with respect thereto Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. EXHIBIT B to Loan Agreement FORM OF BORROWING NOTICE [See Attached] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. EXHIBIT B to Loan Agreement FORM OF BORROWING NOTICE Date: 1 Requested Borrowing Date: Bank of America, N.A. Administrative Agent 000 Xxxx Xxxxxx Mail Code: TX1-492-14-12 Xxxxxx, XX 00000-0000 Telephone: (000) 000-0000 Telecopy: (000) 000-0000 [Omitted] Bank of America Plaza 000 X Xxxxx Xxxxxx Mail Code: NC1-002-15-36 Xxxxxxxxx, XX 00000-000 Attention: Xxxxxx X. Xxxxx Telephone: (000) 000-0000 Telecopy: (000) 000-0000 [Omitted] Re: Project Shark Loan Facility This Borrowing Notice is delivered to you pursuant to Section 2.1(a)(iii) of the Loan Agreement dated as of February 4, 2014, (as amended, modified or supplemented and in effect from time to time, the “Loan Agreement”) by and among Hammerhead Solar, LLC, a Delaware limited liability company (the “Borrower”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), and Bank of America, N.A., as Collateral Agent, and as Administrative Agent (together with its successors and permitted assigns in such capacity, the “Administrative Agent”), pursuant to which the Lenders have agreed to make Loans to the Borrower. Each capitalized term used and not otherwise defined herein shall have the meaning assigned thereto in Section 1.1 of the Loan Agreement. This Borrowing Notice constitutes a request for a Loan as set forth below:any purpose.
Appears in 1 contract
Form of Note. FOR VALUE RECEIVED(a) The form of Note is as follows: TAMARACK LENDERS CORPORATION CLASS A-__ NOTE $ No. ----------------- ----------------- Tamarack Lenders Corporation, a corporation duly organized and existing under the undersigned laws of the State of Texas (herein referred to as the “Borrower”"Company"), for value received, hereby promises to pay to _____________________________ or registered assigns assigns, the principal sum of _____________________________ dollars, and to pay interest (computed on the “Lender”)basis of a 360-day year consisting of 12 months of 30 days each) on the unpaid portion of said principal sum outstanding from time to time from the date of issue, in accordance with the provisions of the Agreement (as hereinafter defined), until the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of February 4, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent and Collateral Agent. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount this Note is paid in full, at the rate of ______ per annum, which interest shall be due and payable upon the 15th day of each calendar month (for such interest rates accruing through the last day of the prior calendar month) during the term of this Note commencing with the second calendar month following the calendar month in which this Note is issued (each a "Payment Date"). The principal sum hereof shall be due and payable on _____________ (the "Stated Maturity"), at which time all then unpaid principal and accrued interest hereunder shall be due and payable. The principal of and interest on this Note are payable in such times coin or currency of the United States of America as provided in at the Agreementtime of payment is legal tender for payment of public and private debts. All payments of principal and interest made by the Company with respect to this Note shall be made applied first to interest due and payable on this Note as provided above and then to the Administrative Agent for the account unpaid principal of this Note. This Note represents a general obligation of the Lender in Dollars in immediately available funds at the Administrative Agent’s office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the AgreementCompany. This Note is one of a duly authorized issue of Notes of the Company, designated as its Class A-1 and Class A-2 Notes (herein called the "Notes"), all issued and to be issued under an Indenture dated as of _____________, 1998 (herein called the "Indenture"), between the Company and Sterling Trust Company (the "Trustee", which term includes any successor Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights thereunder of the Company, the Trustee and the Holders of the Notes, and the terms upon which the Notes referred are, and are to be, authenticated and delivered. All capitalized terms used in this Note which are defined in the AgreementIndenture shall have the meanings assigned to them in the Indenture. Payment of the outstanding principal of and accrued interest on this Note at the Stated Maturity, is entitled or of the Redemption Price payable on any Redemption Date as of which this Note has been called for redemption, shall be made upon presentation of this Note to the benefits thereof Paying Agent appointed by the Company for such purpose. Payments of all installments of interest and principal due and payable on any Payment Date (other than the Stated Maturity) shall be made by check mailed to the Person whose name appears as the Holder of this Note on the Note Register as of the first day of the month in which such Payment Date occurs (the "Record Date") without requiring that this Note be submitted for notation of payment. Checks returned undelivered will be held for payment to the Person entitled thereto, subject to the terms of the Indenture, at the office or agency in the United States of America designated by the Company for such purpose pursuant to the Indenture. If an Event of Default shall occur and be continuing with respect to the Notes, the Notes, and all principal and unpaid accrued interest, may be prepaid declared due and payable in the manner and with the effect provided in the Indenture. The Notes are redeemable, at any time, at the option of the Company on any Payment Date, in whole or in part part, at 100% of the unpaid principal amount thereof, together with accrued interest thereon; provided, however, that the Paying Agent shall be required to redeem the Notes at such time only to the extent that the Company has theretofore deposited with the Paying Agent money sufficient to effect such redemption. At least ten days prior to the Redemption Date, the Company is required to mail a notice of redemption to the registered owner of this Note specifying the Redemption Date, the Redemption Price, the name and address of the Paying Agent, that this Note must be delivered to the Paying Agent and that interest on this Note ceases to accrue on and after the Redemption Date. If provision is made for the redemption and payment of this Note in accordance with the Indenture, this Note shall thereupon cease to bear interest from and after the Redemption Date. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note may be registered on the Note Register of the Company, upon surrender of this Note for registration of transfer at the office or agency designated by the Company pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Notes of authorized denominations and for the same aggregate principal amount will be issued to the designated transferee or transferees. The Company may charge a reasonable fee for the registration of such transfer, or for any change of address of a Holder (or of any other Person to whom the Holder directs that payments under this Note are to be made). Prior to the due presentment for registration of transfer of this Note, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes under the Indenture at any time by the Company with the consent of the Majority Holders. The Indenture also contains provisions permitting the Majority Holders, on behalf of the Holders of all the Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Trustee to amend or waive certain terms and conditions provided therein. Upon set forth in the occurrence and continuation Indenture without the consent of one or more Holders of the Events of Default specified Note issued thereunder. The Notes are issuable only in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all registered form in denominations as provided in the AgreementIndenture and subject to certain limitations therein set forth. Loans made The Notes are exchangeable for a like aggregate principal amount of a different authorized denomination, as requested by the Lender Holder surrendering same. The Company may charge a reasonable fee for such exchange. This Note and the Indenture shall be evidenced construed in accordance with, and governed by, the laws of the State of Texas applicable to agreements made and to be performed therein. The Indenture and this Note are hereby expressly limited so that in no contingency or event, whether by one reason of acceleration of the maturity of this Note or more loan accounts otherwise, shall the amount paid, or records maintained agreed to be paid by the Lender Company for the use, forbearance, or detention of the money loaned under this Note or otherwise or for the payment or performance of any covenant or obligation contained herein or the Indenture or in any other document evidencing, securing or pertaining hereto, exceed the ordinary course maximum amount permissible under applicable law, as now or as hereafter amended. If from any circumstances whatsoever fulfillment of business. The Lender may also attach schedules any provision hereof or any of such other documents, at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by law, then IPSO FACTO, the obligation to be fulfilled shall be reduced to the limit of such validity, and if from any such circumstances the Holder of this Note shall ever receive interest or anything which might be deemed interest under applicable law which should exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the principal of this Note and endorse thereon not to the datepayment of interest, amount or if such excessive interest exceeds the unpaid balance of principal of this Note such excess shall be refunded to the Company. All sums paid or agreed to be paid to the Holder of this Note for the use, forbearance or detention of the indebtedness of the Company to the Holder of this Note shall, to the extent permitted by applicable law, be amortized, prorated, allocated and maturity spread throughout the full term of such indebtedness until payment in full so that the actual rate of interest on account of such indebtedness is uniform, or does not exceed the maximum rate permitted by applicable law as now or hereafter amended, throughout the term thereof. The terms and provisions of this paragraph shall control and supersede every other provision of this Note and the Indenture. The Company hereby waives, to the extent permitted by applicable law, all of its Loans and payments with respect theretorights or projections afforded by any applicable usury or interest limitation law. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice Unless the certificate of protest, demand, dishonor and non-payment of this Note. [***] Confidential treatment authentication hereon has been requested executed by the Trustee by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. HAMMERHEAD SOLAR, LLC By: Name: Title: [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. LOANS AND PAYMENTS with respect thereto Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. EXHIBIT B to Loan Agreement FORM OF BORROWING NOTICE [See Attached] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. EXHIBIT B to Loan Agreement FORM OF BORROWING NOTICE Date: 1 Requested Borrowing Date: Bank of America, N.A. Administrative Agent 000 Xxxx Xxxxxx Mail Code: TX1-492-14-12 Xxxxxx, XX 00000-0000 Telephone: (000) 000-0000 Telecopy: (000) 000-0000 [Omitted] Bank of America Plaza 000 X Xxxxx Xxxxxx Mail Code: NC1-002-15-36 Xxxxxxxxx, XX 00000-000 Attention: Xxxxxx X. Xxxxx Telephone: (000) 000-0000 Telecopy: (000) 000-0000 [Omitted] Re: Project Shark Loan Facility This Borrowing Notice is delivered to you pursuant to Section 2.1(a)(iii) of the Loan Agreement dated as of February 4, 2014, (as amended, modified or supplemented and in effect from time to time, the “Loan Agreement”) by and among Hammerhead Solar, LLC, a Delaware limited liability company (the “Borrower”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), and Bank of America, N.A., as Collateral Agent, and as Administrative Agent (together with its successors and permitted assigns in such capacity, the “Administrative Agent”), pursuant to which the Lenders have agreed to make Loans to the Borrower. Each capitalized term used and not otherwise defined herein shall have the meaning assigned thereto in Section 1.1 of the Loan Agreement. This Borrowing Notice constitutes a request for a Loan as set forth below:any purpose.
Appears in 1 contract
Samples: Tamarack Lenders Corp
Form of Note. The Notes and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms, with such changes therein as the officers of the Company executing the Notes (by manual or facsimile signature) may approve, such approval to be conclusively evidenced by their execution thereof: (FORM OF FACE OF NOTE) [If the note is to be a Global Note, insert - ] UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR VALUE RECEIVEDSECURITIES IN DEFINITIVE REGISTERED FORM, the undersigned THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO THE NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. CUSIP No. 000000XX0 $__________________ ALLTEL CORPORATION 7% SENIOR NOTE DUE 2012 ALLTEL CORPORATION, a Delaware corporation (the “Borrower”"Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined)assigns, the principal amount sum of each Loan from time _____________________ Dollars ($_____________) on July 1, 2012 (such date is hereinafter referred to time made by as the Lender to the Borrower under that certain Credit Agreement, dated as of February 4, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined"Maturity Date"), among the Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent and Collateral Agent. The Borrower promises to pay interest on said principal sum from June 19, 2002 or from the unpaid next recent date to which interest has been paid or duly provided for, semi-annually in arrears on January 1 and July 1 of each year (each such date, an "Interest Payment Date"), commencing on January 1, 2003, at the rate of 7% per year through and including the day immediately preceding the Maturity Date (or, in the event of an optional redemption, the day immediately preceding the optional redemption date) and thereafter, to the extent permitted by law, to pay interest, compounded semi-annually, on any overdue principal and premium, if any, and on any overdue installment of interest at the rate per year of 7%. The Company may at any time, without consent of the Holder hereof, create and issue additional Notes having the same ranking and the same interest rate, maturity and other terms as this Note. The amount of each Loan from interest payable on any Interest Payment Date shall be computed on the date basis of such Loan until such principal amount is paid in fulla 360-day year consisting of twelve 30-day months and, at such interest rates and at such times except as provided in the AgreementIndenture (as defined below), the amount of interest payable for any period shorter than a full semi-annual period for which interest is computed will be computed on the basis of the actual number of days elapsed in such 180-day period. All payments In the event that any date on which interest is payable on this Note is not a Business Day, then payment of principal interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such Interest Payment Date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Administrative Agent Person in whose name this Note (or one or more predecessor Securities) is registered at the close of business on December 15 or June 15, as the case may be (whether or not a Business Day), immediately preceding such Interest Payment Date (the "Regular Record Date"). Any such interest installment not punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the registered Holders at the close of business on such Regular Record Date and may be paid to the Person in whose name this Note (or one or more predecessor Securities) is registered at the close of business on a special record date to be fixed by the Company, pursuant to Section 2.14 of the Base Indenture (as defined below), for the account payment of the Lender in Dollars in immediately available funds at the Administrative Agent’s office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear defaulted interest, notice whereof shall be given to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one registered Holders of the Notes referred not less than 15 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange, if any, on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the AgreementIndenture. The principal of (and premium, is entitled to if any) and the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid interest on this Note shall becomebe payable at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be declared made at the option of the Company by check mailed to bethe registered Holder at such address as shall appear in the register or by wire transfer to an account appropriately designated by the Holder entitled thereto. The indebtedness evidenced by this Note is, immediately due and payable all as to the extent provided in the AgreementIndenture, senior and unsecured and will rank equal in right of payment to all other senior unsecured obligations of the Company. Loans made This Note shall not be entitled to any benefit under the Indenture hereinafter referred to or be valid or obligatory for any purpose until the Certificate of Authentication shall have been signed by or on behalf of the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of businessTrustee. The Lender may also attach schedules to provisions of this Note are continued on the reverse side hereof and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The Borrower, such continued provisions shall for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. HAMMERHEAD SOLAR, LLC By: Name: Title: [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. LOANS AND PAYMENTS with respect thereto Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. EXHIBIT B to Loan Agreement FORM OF BORROWING NOTICE [See Attached] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. EXHIBIT B to Loan Agreement FORM OF BORROWING NOTICE Date: 1 Requested Borrowing Date: Bank of America, N.A. Administrative Agent 000 Xxxx Xxxxxx Mail Code: TX1-492-14-12 Xxxxxx, XX 00000-0000 Telephone: (000) 000-0000 Telecopy: (000) 000-0000 [Omitted] Bank of America Plaza 000 X Xxxxx Xxxxxx Mail Code: NC1-002-15-36 Xxxxxxxxx, XX 00000-000 Attention: Xxxxxx X. Xxxxx Telephone: (000) 000-0000 Telecopy: (000) 000-0000 [Omitted] Re: Project Shark Loan Facility This Borrowing Notice is delivered to you pursuant to Section 2.1(a)(iii) of the Loan Agreement dated as of February 4, 2014, (as amended, modified or supplemented and in effect from time to time, the “Loan Agreement”) by and among Hammerhead Solar, LLC, a Delaware limited liability company (the “Borrower”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), and Bank of America, N.A., as Collateral Agent, and as Administrative Agent (together with its successors and permitted assigns in such capacity, the “Administrative Agent”), pursuant to which the Lenders have agreed to make Loans to the Borrower. Each capitalized term used and not otherwise defined herein shall all purposes have the meaning assigned thereto in Section 1.1 of the Loan Agreement. This Borrowing Notice constitutes a request for a Loan same effect as though fully set forth below:at this place.
Appears in 1 contract
Samples: Alltel Corp
Form of Note. The Notes and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE NOTE IS TO BE A GLOBAL SECURITY, INSERT: This Note is a global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of The Depository Trust Company ("DTC") or a nominee of DTC. Unless and until it is exchanged in whole or in part for Notes in certificated form, this Note may not be transferred except as a whole by DTC to a nominee of DTC or by DTC or any such nominee to a successor depositary or a nominee of such successor depositary. Unless this Note is presented by an authorized representative of DTC (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx) to the issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of DTC and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE RECEIVEDOR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, the undersigned Cede & Co., has an interest herein.] No. $ CUSIP No. TCI COMMUNICATIONS, INC. 9.72% SUBORDINATED DEFERRABLE INTEREST NOTE DUE DECEMBER 31, 2036 TCI COMMUNICATIONS, INC., a Delaware corporation (the “Borrower”"Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________ or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined)assigns, the principal amount sum of each Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement________________ Dollars on December 31, dated as of February 4, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, 2036 and Bank of America, N.A., as Administrative Agent and Collateral Agent. The Borrower promises to pay interest on said principal sum from March 24, 1997 or from the unpaid most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 of each year, commencing June 30, 1997, at the rate of 9.72% per annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, at the same rate per annum. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. The amount of interest payable for any period shorter than a full quarterly period for which interest is computed will be computed on the basis of the actual number of days elapsed in such 90-day quarter. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each Loan from case with the date of same force and effect as if made on such Loan until such principal amount is date. The interest installment so payable, and punctually paid in fullor duly provided for, at such interest rates and at such times on any Interest Payment Date will, as provided in the AgreementIndenture, be paid to the Person in whose name this Note (or one or more Predecessor Securities, as defined in said Indenture) is registered at the close of business on the Regular Record Date for such interest installment [which shall be the close of business on the Business Day next preceding such Interest Payment Date.] [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY --which shall be [insert date (to be selected by the Company) which is not less than 15 days prior to each Interest Payment Date.]] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such Regular Record Date, and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Company for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the Notes not less than fifteen (15) days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. All payments The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in New York, New York, in any coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the security register maintained by the Registrar. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee of TCI Communications Financing IV, the payment of the principal of (and premium, if any) and interest shall on this Note will be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at such place and to such account as may by designated by the Administrative Agent’s officeProperty Trustee of TCI Communications Financing IV. If any amount is not paid The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full when due hereunderof all Senior Indebtedness, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This this Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part issued subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more provisions of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments Indenture with respect thereto. The BorrowerEach Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for itselfany and all such purposes. Each Holder hereof, its successors and assignsby his acceptance hereof, hereby waives diligence, presentment, protest and demand and all notice of protestthe acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, demandwhether now outstanding or hereafter incurred, dishonor and non-payment waives reliance by each such holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Note. [***] Confidential treatment has been requested Note are continued on the reverse side hereof and such continued provisions shall for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. HAMMERHEAD SOLAR, LLC By: Name: Title: [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. LOANS AND PAYMENTS with respect thereto Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. EXHIBIT B to Loan Agreement FORM OF BORROWING NOTICE [See Attached] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. EXHIBIT B to Loan Agreement FORM OF BORROWING NOTICE Date: 1 Requested Borrowing Date: Bank of America, N.A. Administrative Agent 000 Xxxx Xxxxxx Mail Code: TX1-492-14-12 Xxxxxx, XX 00000-0000 Telephone: (000) 000-0000 Telecopy: (000) 000-0000 [Omitted] Bank of America Plaza 000 X Xxxxx Xxxxxx Mail Code: NC1-002-15-36 Xxxxxxxxx, XX 00000-000 Attention: Xxxxxx X. Xxxxx Telephone: (000) 000-0000 Telecopy: (000) 000-0000 [Omitted] Re: Project Shark Loan Facility This Borrowing Notice is delivered to you pursuant to Section 2.1(a)(iii) of the Loan Agreement dated as of February 4, 2014, (as amended, modified or supplemented and in effect from time to time, the “Loan Agreement”) by and among Hammerhead Solar, LLC, a Delaware limited liability company (the “Borrower”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), and Bank of America, N.A., as Collateral Agent, and as Administrative Agent (together with its successors and permitted assigns in such capacity, the “Administrative Agent”), pursuant to which the Lenders have agreed to make Loans to the Borrower. Each capitalized term used and not otherwise defined herein shall all purposes have the meaning assigned thereto in Section 1.1 of the Loan Agreement. This Borrowing Notice constitutes a request for a Loan same effect as though fully set forth below:at this place.
Appears in 1 contract
Samples: Fourth Supplemental Indenture (Tele Communications Inc /Co/)
Form of Note. FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to _______________________ or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each the Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of February 48, 2014 2008 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, Xxxxx Xxxxxxxx Corporation, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent and Collateral Agent. The Borrower promises to pay interest on the unpaid principal amount of each the Loan made by the Lender from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s officeOffice. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guaranty. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans The Loan made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKCALIFORNIA. HAMMERHEAD SOLAR, LLC XXXXX XXXXXXXX OFFICE PRODUCTS COMPANY By: Name: Title: [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. LOANS AND PAYMENTS with respect thereto Date WITH RESPECT THERETO Amount of Outstanding Principal or Principal Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid Balance This Notation Made Date Made Made Period This Date Outstanding Principal Balance This Date Notation Made By [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. EXHIBIT B to Loan Agreement C FORM OF BORROWING NOTICE [See Attached] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. EXHIBIT B to Loan Agreement FORM OF BORROWING NOTICE COMPLIANCE CERTIFICATE Financial Statement Date: 1 Requested Borrowing Date_____________ To: Bank of America, N.A. N.A., as Administrative Agent 000 Xxxx Xxxxxx Mail Code: TX1-492-14-12 XxxxxxReference is made to that certain Credit Agreement, XX 00000-0000 Telephone: (000) 000-0000 Telecopy: (000) 000-0000 [Omitted] Bank of America Plaza 000 X Xxxxx Xxxxxx Mail Code: NC1-002-15-36 Xxxxxxxxx, XX 00000-000 Attention: Xxxxxx X. Xxxxx Telephone: (000) 000-0000 Telecopy: (000) 000-0000 [Omitted] Re: Project Shark Loan Facility This Borrowing Notice is delivered to you pursuant to Section 2.1(a)(iii) of the Loan Agreement dated as of February 48, 2014, 2008 (as amended, restated, extended, supplemented or otherwise modified or supplemented and in effect writing from time to time, the “Loan Agreement”) by and ;” the terms defined therein being used herein as therein defined), among Hammerhead SolarXXXXX XXXXXXXX OFFICE PRODUCTS COMPANY, LLCa Nevada corporation, XXXXX XXXXXXXX CORPORATION, a Delaware limited liability company corporation (the “BorrowerHoldings”), each lender the Lenders from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”)thereto, and Bank of AmericaBANK OF AMERICA, N.A., as Collateral Agent, and as Administrative Agent (together with its successors and permitted assigns in such capacity, the “Administrative Agent”). I, pursuant to which ____________, hereby certify that I am a Designated Officer of Holdings holding the Lenders have agreed to make Loans to the Borrower. Each capitalized term used and not otherwise defined herein shall have the meaning assigned thereto in Section 1.1 of the Loan Agreement. This Borrowing Notice constitutes a request for a Loan as office set forth belowbelow my signature and that:
Appears in 1 contract
Form of Note. THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND, ACCORDINGLY, MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR VALUE RECEIVEDSALE PURSUANT TO THE SECURITIES ACT OF 1933, the undersigned AS AMENDED, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144, (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR (IV) SUCH TRANSFER IS IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED. Convertible Promissory Note $2,360,000.00 November __, 2017 (the “BorrowerIssue Date”) CPN-1 Durham, North Carolina For value received, Argos Therapeutics, Inc., a Delaware corporation with an address at 0000 Xxxxxxxxxx Xxxxx, Xxxxxx, XX 00000 (the “Company”), hereby promises to pay to or registered assigns Saint-Gobain, Performance Plastics Corporation, a California corporation, with an address at 00 Xxxxxx Xxxx, Malvern, PA 19355 (the “LenderHolder”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount sum of each Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of February 4, 2014 Two Million Three Hundred Sixty Thousand Dollars (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined$2,600,000.00), among together with interest at the Borrower, the Lenders from time to time party thereto, and Bank rate of America, N.A., as Administrative Agent and Collateral Agentsix percent (6.0%) per annum. The Borrower promises to pay interest Interest shall commence on the unpaid Issue Date and shall continue and accrue daily at the applicable rate on the outstanding principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s office. If any amount is not paid in full when due hereunderor converted in accordance with this note (the “Note”). Interest shall compound quarterly on each March 31, such June 30, September 30 and December 31. Interest shall be computed on the basis of a year of 360 days for the actual number of days elapsed. Accrued and unpaid amount interest that has not been converted or reduced in accordance herewith shall bear interest, to be paid upon demand, from by the due date thereof until Company to the date of actual payment (and before as well as after judgment) computed at Holder in cash on the per annum rate set forth in the AgreementMaturity Date. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the following terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. HAMMERHEAD SOLAR, LLC By: Name: Title: [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. LOANS AND PAYMENTS with respect thereto Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. EXHIBIT B to Loan Agreement FORM OF BORROWING NOTICE [See Attached] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. EXHIBIT B to Loan Agreement FORM OF BORROWING NOTICE Date: 1 Requested Borrowing Date: Bank of America, N.A. Administrative Agent 000 Xxxx Xxxxxx Mail Code: TX1-492-14-12 Xxxxxx, XX 00000-0000 Telephone: (000) 000-0000 Telecopy: (000) 000-0000 [Omitted] Bank of America Plaza 000 X Xxxxx Xxxxxx Mail Code: NC1-002-15-36 Xxxxxxxxx, XX 00000-000 Attention: Xxxxxx X. Xxxxx Telephone: (000) 000-0000 Telecopy: (000) 000-0000 [Omitted] Re: Project Shark Loan Facility This Borrowing Notice is delivered to you pursuant to Section 2.1(a)(iii) of the Loan Agreement dated as of February 4, 2014, (as amended, modified or supplemented and in effect from time to time, the “Loan Agreement”) by and among Hammerhead Solar, LLC, a Delaware limited liability company (the “Borrower”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), and Bank of America, N.A., as Collateral Agent, and as Administrative Agent (together with its successors and permitted assigns in such capacity, the “Administrative Agent”), pursuant to which the Lenders have agreed to make Loans to the Borrower. Each capitalized term used and not otherwise defined herein shall have the meaning assigned thereto in Section 1.1 of the Loan Agreement. This Borrowing Notice constitutes a request for a Loan as set forth belowconditions:
Appears in 1 contract
Samples: Registration Rights Agreement (Argos Therapeutics Inc)
Form of Note. FOR VALUE RECEIVED(a) The form of Note is as follows: SOVEREIGN CREDIT FINANCE II, INC. NOTES DUE FEBRUARY 15, 2002 $ No. --------------- ------------- Sovereign Credit Finance II, Inc., a corporation duly organized and existing under the undersigned laws of the State of Texas (herein referred to as the “Borrower”"Company"), for value received, hereby promises to pay to _____________________________ or registered assigns assigns, the principal sum of _____________________________ dollars, and to pay interest (computed on the “Lender”)basis of a 360-day year consisting of 12 months of 30 days each) on the unpaid portion of said principal sum outstanding from time to time from the date of issue, in accordance with the provisions of the Agreement (as hereinafter defined), until the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of February 4, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent and Collateral Agent. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount this Note is paid in full, at the rate of eleven percent (11.0%) per annum, which interest shall be due and payable upon the 15th day of each calendar month (for such interest rates accruing through the last day of the prior calendar month) during the term of this Note commencing with the second calendar month following the calendar month in which this Note is issued (each a "Payment Date"). The principal sum hereof shall be due and payable on February 15, 2002 (the "Stated Maturity"), at which time all then unpaid principal and accrued interest hereunder shall be due and payable. The principal of and interest on this Note are payable in such times coin or currency of the United States of America as provided in at the Agreementtime of payment is legal tender for payment of public and private debts. All payments of principal and interest made by the Company with respect to this Note shall be made applied first to interest due and payable on this Note as provided above and then to the Administrative Agent for the account unpaid principal of this Note. This Note represents a general obligation of the Lender in Dollars in immediately available funds at the Administrative Agent’s office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the AgreementCompany. This Note is one of a duly authorized issue of Notes of the Company, designated as its Notes Due February 15, 2002 (herein called the "Notes"), all issued and to be issued under an Indenture dated as of January 31, 1998 (herein called the "Indenture"), between the Company and Sterling Trust Company (the "Trustee", which term includes any successor Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights thereunder of the Company, the Trustee and the Holders of the Notes, and the terms upon which the Notes referred are, and are to be, authenticated and delivered. All capitalized terms used in this Note which are defined in the Agreement, is entitled Indenture shall have the meanings assigned to them in the Indenture. Payment of the outstanding principal of and accrued interest on this Note at the Stated Maturity or of the Redemption Price payable on any Redemption Date as of which this Note has been called for redemption shall be made upon presentation of this Note to the benefits thereof Paying Agent appointed by the Company for such purpose. Payments of all installments of interest due and payable on any Payment Date (other than the Stated Maturity) shall be made by check mailed to the Person whose name appears as the Holder of this Note on the Note Register as of the first day of the month in which such Payment Date occurs (the "Record Date") without requiring that this Note be submitted for notation of payment. Checks returned undelivered will be held for payment to the Person entitled thereto, subject to the terms of the Indenture, at the office or agency in the United States of America designated by the Company for such purpose pursuant to the Indenture. If an Event of Default shall occur and be continuing with respect to the Notes, the Notes, and all principal and unpaid accrued interest, may be prepaid declared due and payable in the manner and with the effect provided in the Indenture. The Notes are redeemable, at any time, at the option of the Company on any Payment Date, in whole or in part part, at 100% of the unpaid principal amount thereof, together with accrued interest thereon; provided, however, that the Paying Agent shall be required to redeem the Notes at such time only to the extent that the Company has theretofore deposited with the Paying Agent money sufficient to effect such redemption. At least ten days prior to the Redemption Date, the Company is required to mail a notice of redemption to the registered owner of this Note specifying the Redemption Date, the Redemption Price, the name and address of the Paying Agent, that this Note must be delivered to the Paying Agent and that interest on this Note ceases to accrue on and after the Redemption Date. If provision is made for the redemption and payment of this Note in accordance with the Indenture, this Note shall thereupon cease to bear interest from and after the Redemption Date. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note may be registered on the Note Register of the Company, upon surrender of this Note for registration of transfer at the office or agency designated by the Company pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Notes of authorized denominations and for the same aggregate principal amount will be issued to the designated transferee or transferees. The Company may charge a reasonable fee for the registration of such transfer, or for any change of address of a Holder (or of any other Person to whom the Holder directs that payments under this Note are to be made). Prior to the due presentment for registration of transfer of this Note, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes under the Indenture at any time by the Company with the consent of the Majority Holders. The Indenture also contains provisions permitting the Majority Holders, on behalf of the Holders of all the Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Trustee to amend or waive certain terms and conditions provided therein. Upon set forth in the occurrence and continuation Indenture without the consent of one or more Holders of the Events of Default specified Note issued thereunder. The Notes are issuable only in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all registered form in denominations as provided in the AgreementIndenture and subject to certain limitations therein set forth. Loans made The Notes are exchangeable for a like aggregate principal amount of a different authorized denomination, as requested by the Lender Holder surrendering same. The Company may charge a reasonable fee for such exchange. This Note and the Indenture shall be evidenced construed in accordance with, and governed by, the laws of the State of Texas applicable to agreements made and to be performed therein. The Indenture and this Note are hereby expressly limited so that in no contingency or event, whether by one reason of acceleration of the maturity of this Note or more loan accounts otherwise, shall the amount paid, or records maintained agreed to be paid by the Lender Company for the use, forbearance, or detention of the money loaned under this Note or otherwise or for the payment or performance of any covenant or obligation contained herein or the Indenture or in any other document evidencing, securing or pertaining hereto, exceed the ordinary course maximum amount permissible under applicable law, as now or as hereafter amended. If from any circumstances whatsoever fulfillment of business. The Lender may also attach schedules any provision hereof or any of such other documents, at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by law, then IPSO FACTO, the obligation to be fulfilled shall be reduced to the limit of such validity, and if from any such circumstances the Holder of this Note shall ever receive interest or anything which might be deemed interest under applicable law which should exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the principal of this Note and endorse thereon not to the datepayment of interest, amount or if such excessive interest exceeds the unpaid balance of principal of this Note such excess shall be refunded to the Company. All sums paid or agreed to be paid to the Holder of this Note for the use, forbearance or detention of the indebtedness of the Company to the Holder of this Note shall, to the extent permitted by applicable law, be amortized, prorated, allocated and maturity spread throughout the full term of such indebtedness until payment in full so that the actual rate of interest on account of such indebtedness is uniform, or does not exceed the maximum rate permitted by applicable law as now or hereafter amended, throughout the term thereof. The terms and provisions of this paragraph shall control and supersede every other provision of this Note and the Indenture. The Company hereby waives, to the extent permitted by applicable law, all of its Loans and payments with respect theretorights or protections afforded by any applicable usury or interest limitation law. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice Unless the certificate of protest, demand, dishonor and non-payment of this Note. [***] Confidential treatment authentication hereon has been requested executed by the Trustee by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. HAMMERHEAD SOLAR, LLC By: Name: Title: [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. LOANS AND PAYMENTS with respect thereto Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. EXHIBIT B to Loan Agreement FORM OF BORROWING NOTICE [See Attached] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. EXHIBIT B to Loan Agreement FORM OF BORROWING NOTICE Date: 1 Requested Borrowing Date: Bank of America, N.A. Administrative Agent 000 Xxxx Xxxxxx Mail Code: TX1-492-14-12 Xxxxxx, XX 00000-0000 Telephone: (000) 000-0000 Telecopy: (000) 000-0000 [Omitted] Bank of America Plaza 000 X Xxxxx Xxxxxx Mail Code: NC1-002-15-36 Xxxxxxxxx, XX 00000-000 Attention: Xxxxxx X. Xxxxx Telephone: (000) 000-0000 Telecopy: (000) 000-0000 [Omitted] Re: Project Shark Loan Facility This Borrowing Notice is delivered to you pursuant to Section 2.1(a)(iii) of the Loan Agreement dated as of February 4, 2014, (as amended, modified or supplemented and in effect from time to time, the “Loan Agreement”) by and among Hammerhead Solar, LLC, a Delaware limited liability company (the “Borrower”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), and Bank of America, N.A., as Collateral Agent, and as Administrative Agent (together with its successors and permitted assigns in such capacity, the “Administrative Agent”), pursuant to which the Lenders have agreed to make Loans to the Borrower. Each capitalized term used and not otherwise defined herein shall have the meaning assigned thereto in Section 1.1 of the Loan Agreement. This Borrowing Notice constitutes a request for a Loan as set forth below:any purpose.
Appears in 1 contract
Samples: Sovereign Credit Finance Ii Inc
Form of Note. FOR VALUE RECEIVED(a) The form of Note is as follows: TAMARACK LENDERS CORPORATION CLASS A-__ NOTE $ No. ----------------- ----------------- Tamarack Lenders Corporation, a corporation duly organized and existing under the undersigned laws of the State of Texas (herein referred to as the “Borrower”"Company"), for value received, hereby promises to pay to _____________________________ or registered assigns assigns, the principal sum of _____________________________ dollars, and to pay interest (computed on the “Lender”)basis of a 360-day year consisting of 12 months of 30 days each) on the unpaid portion of said principal sum outstanding from time to time from the date of issue, in accordance with the provisions of the Agreement (as hereinafter defined), until the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of February 4, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent and Collateral Agent. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount this Note is paid in full, at the rate of ______ per annum, which interest shall be due and payable upon the 15th day of each calendar month (for such interest rates accruing through the last day of the prior calendar month) during the term of this Note commencing with the second calendar month following the calendar month in which this Note is issued (each a "Payment Date"). The principal sum hereof shall be due and payable on _____________ (the "Stated Maturity"), at which time all then unpaid principal and accrued interest hereunder shall be due and payable. The principal of and interest on this Note are payable in such times coin or currency of the United States of America as provided in at the Agreementtime of payment is legal tender for payment of public and private debts. All payments of principal and interest made by the Company with respect to this Note shall be made applied first to interest due and payable on this Note as provided above and then to the Administrative Agent for the account unpaid principal of this Note. This Note represents a general obligation of the Lender in Dollars in immediately available funds at the Administrative Agent’s office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the AgreementCompany. This Note is one of a duly authorized issue of Notes of the Company, designated as its Class A-1 and Class A-2 Notes (herein called the "Notes"), all issued and to be issued under an Indenture dated as of _____________, 1998 (herein called the "Indenture"), between the Company and Sterling Trust Company (the "Trustee", which term includes any successor Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights thereunder of the Company, the Trustee and the Holders of the Notes, and the terms upon which the Notes referred are, and are to be, authenticated and delivered. All capitalized terms used in this Note which are defined in the AgreementIndenture shall have the meanings assigned to them in the Indenture. Payment of the outstanding principal of and accrued interest on this Note at the Stated Maturity, is entitled or of the Redemption Price payable on any Redemption Date as of which this Note has been called for redemption, shall be made upon presentation of this Note to the benefits thereof Paying Agent appointed by the Company for such purpose. Payments of all installments of interest and principal due and payable on any Payment Date (other than the Stated Maturity) shall be made by check mailed to the Person whose name appears as the Holder of this Note on the Note 14 Register as of the first day of the month in which such Payment Date occurs (the "Record Date") without requiring that this Note be submitted for notation of payment. Checks returned undelivered will be held for payment to the Person entitled thereto, subject to the terms of the Indenture, at the office or agency in the United States of America designated by the Company for such purpose pursuant to the Indenture. If an Event of Default shall occur and be continuing with respect to the Notes, the Notes, and all principal and unpaid accrued interest, may be prepaid declared due and payable in the manner and with the effect provided in the Indenture. The Notes are redeemable, at any time, at the option of the Company on any Payment Date, in whole or in part part, at 100% of the unpaid principal amount thereof, together with accrued interest thereon; provided, however, that the Paying Agent shall be required to redeem the Notes at such time only to the extent that the Company has theretofore deposited with the Paying Agent money sufficient to effect such redemption. At least ten days prior to the Redemption Date, the Company is required to mail a notice of redemption to the registered owner of this Note specifying the Redemption Date, the Redemption Price, the name and address of the Paying Agent, that this Note must be delivered to the Paying Agent and that interest on this Note ceases to accrue on and after the Redemption Date. If provision is made for the redemption and payment of this Note in accordance with the Indenture, this Note shall thereupon cease to bear interest from and after the Redemption Date. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note may be registered on the Note Register of the Company, upon surrender of this Note for registration of transfer at the office or agency designated by the Company pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Notes of authorized denominations and for the same aggregate principal amount will be issued to the designated transferee or transferees. The Company may charge a reasonable fee for the registration of such transfer, or for any change of address of a Holder (or of any other Person to whom the Holder directs that payments under this Note are to be made). Prior to the due presentment for registration of transfer of this Note, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes under the Indenture at any time by the Company with the consent of the Majority Holders. The Indenture also contains provisions permitting the Majority Holders, on behalf of the Holders of all the Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Trustee to amend or waive certain terms and conditions provided therein. Upon set forth in the occurrence and continuation Indenture without the consent of one or more Holders of the Events of Default specified Note issued thereunder. The Notes are issuable only in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all registered form in denominations as provided in the AgreementIndenture and subject to certain limitations therein set forth. Loans made The Notes are exchangeable for a like aggregate principal amount of a different authorized denomination, as requested by the Lender Holder surrendering same. The Company may charge a reasonable fee for such exchange. This Note and the Indenture shall be evidenced construed in accordance with, and governed by, the laws of the State of Texas applicable to agreements made and to be performed therein. The Indenture and this Note are hereby expressly limited so that in no contingency or event, whether by one reason of acceleration of the maturity of this Note or more loan accounts otherwise, shall the amount paid, or records maintained agreed to be paid by the Lender Company for the use, forbearance, or detention of the money loaned under this Note or otherwise or for the payment or performance of any covenant or obligation contained herein or the Indenture or in any other document evidencing, securing or pertaining hereto, exceed the ordinary course maximum amount permissible under applicable law, as now or as hereafter amended. If from any circumstances whatsoever fulfillment of business. The Lender may also attach schedules any provision hereof or any of such other documents, at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by law, then IPSO FACTO, the obligation to be fulfilled shall be reduced to the limit of such validity, and if from any such circumstances the Holder of this Note shall ever receive interest or anything which might be deemed interest under applicable law which should exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the principal of this Note and endorse thereon not to the datepayment of interest, amount or if such excessive interest exceeds the unpaid balance of principal of this Note such excess shall be refunded to the Company. All sums paid or agreed to be paid to the Holder of this Note for the use, forbearance or detention of the indebtedness of the Company to the Holder of this Note shall, to the extent permitted by applicable law, be amortized, prorated, allocated and maturity spread throughout the full term of such indebtedness until payment in full so that the actual rate of interest on account of such indebtedness is uniform, or does not exceed the maximum rate permitted by applicable law as now or hereafter amended, throughout the term thereof. The terms and provisions of this paragraph shall control and supersede every other provision of this Note and the Indenture. The Company hereby waives, to the extent permitted by applicable law, all of its Loans and payments with respect theretorights or projections afforded by any applicable usury or interest limitation law. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice Unless the certificate of protest, demand, dishonor and non-payment of this Note. [***] Confidential treatment authentication hereon has been requested executed by the Trustee by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. HAMMERHEAD SOLAR, LLC By: Name: Title: [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. LOANS AND PAYMENTS with respect thereto Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. EXHIBIT B to Loan Agreement FORM OF BORROWING NOTICE [See Attached] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. EXHIBIT B to Loan Agreement FORM OF BORROWING NOTICE Date: 1 Requested Borrowing Date: Bank of America, N.A. Administrative Agent 000 Xxxx Xxxxxx Mail Code: TX1-492-14-12 Xxxxxx, XX 00000-0000 Telephone: (000) 000-0000 Telecopy: (000) 000-0000 [Omitted] Bank of America Plaza 000 X Xxxxx Xxxxxx Mail Code: NC1-002-15-36 Xxxxxxxxx, XX 00000-000 Attention: Xxxxxx X. Xxxxx Telephone: (000) 000-0000 Telecopy: (000) 000-0000 [Omitted] Re: Project Shark Loan Facility This Borrowing Notice is delivered to you pursuant to Section 2.1(a)(iii) of the Loan Agreement dated as of February 4, 2014, (as amended, modified or supplemented and in effect from time to time, the “Loan Agreement”) by and among Hammerhead Solar, LLC, a Delaware limited liability company (the “Borrower”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), and Bank of America, N.A., as Collateral Agent, and as Administrative Agent (together with its successors and permitted assigns in such capacity, the “Administrative Agent”), pursuant to which the Lenders have agreed to make Loans to the Borrower. Each capitalized term used and not otherwise defined herein shall have the meaning assigned thereto in Section 1.1 of the Loan Agreement. This Borrowing Notice constitutes a request for a Loan as set forth below:any purpose.
Appears in 1 contract
Samples: Tamarack Funding Corp
Form of Note. FOR VALUE RECEIVED(a) The form of Note is as follows: SOVEREIGN CREDIT FINANCE II, INC. NOTES DUE FEBRUARY 15, 2002 $_______________ No._____________ Sovereign Credit Finance II, Inc., a corporation duly organized and existing under the undersigned laws of the State of Texas (herein referred to as the “Borrower”"Company"), for value received, hereby promises to pay to ____________________ or registered assigns assigns, the principal sum of __________________________ dollars, and to pay interest (computed on the “Lender”)basis of a 360-day year consisting of 12 months of 30 days each) on the unpaid portion of said principal sum outstanding from time to time from the date of issue, in accordance with the provisions of the Agreement (as hereinafter defined), until the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of February 4, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent and Collateral Agent. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount this Note is paid in full, at the rate of eleven percent (11.0%) per annum, which interest shall be due and payable upon the 15th day of each calendar month (for such interest rates accruing through the last day of the prior calendar month) during the term of this Note commencing with the second calendar month following the calendar month in which this Note is issued (each a "Payment Date"). The principal sum hereof shall be due and payable on February 15, 2002 (the "Stated Maturity"), at which time all then unpaid principal and accrued interest hereunder shall be due and payable. The principal of and interest on this Note are payable in such times coin or currency of the United States of America as provided in at the Agreementtime of payment is legal tender for payment of public and private debts. All payments of principal and interest made by the Company with respect to this Note shall be made applied first to interest due and payable on this Note as provided above and then to the Administrative Agent for the account unpaid principal of this Note. This Note represents a general obligation of the Lender in Dollars in immediately available funds at the Administrative Agent’s office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the AgreementCompany. This Note is one of a duly authorized issue of Notes of the Company, designated as its Notes Due February 15, 2002 (herein called the "Notes"), all issued and to be issued under an Indenture dated as of March 3, 1998 (herein called the "Indenture"), between the Company and Sterling Trust Company (the "Trustee", which term includes any successor Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights thereunder of the Company, the Trustee and the Holders of the Notes, and the terms upon which the Notes referred are, and are to be, authenticated and delivered. All capitalized terms used in this Note which are defined in the Agreement, is entitled Indenture shall have the meanings assigned to them in the Indenture. Payment of the outstanding principal of and accrued interest on this Note at the Stated Maturity or of the Redemption Price payable on any Redemption Date as of which this Note has been called for redemption shall be made upon presentation of this Note to the benefits thereof Paying Agent appointed by the Company for such purpose. Payments of all installments of interest due and payable on any Payment Date (other than the Stated Maturity) shall be made by check mailed to the Person whose name appears as the Holder of this Note on the Note Register as of the first day of the month in which such Payment Date occurs (the "Record Date") without requiring that this Note be submitted for notation of payment. Checks returned undelivered will be held for payment to the Person entitled thereto, subject to the terms of the Indenture, at the office or agency in the United States of America designated by the Company for such purpose pursuant to the Indenture. If an Event of Default shall occur and be continuing with respect to the Notes, the Notes, and all principal and unpaid accrued interest, may be prepaid declared due and payable in the manner and with the effect provided in the Indenture. The Notes are redeemable, at any time, at the option of the Company on any Payment Date, in whole or in part part, at 100% of the unpaid principal amount thereof, together with accrued interest thereon; provided, however, that the Paying Agent shall be required to redeem the Notes at such time only to the extent that the Company has theretofore deposited with the Paying Agent money sufficient to effect such redemption. At least ten days prior to the Redemption Date, the Company is required to mail a notice of redemption to the registered owner of this Note specifying the Redemption Date, the Redemption Price, the name and address of the Paying Agent, that this Note must be delivered to the Paying Agent and that interest on this Note ceases to accrue on and after the Redemption Date. If provision is made for the redemption and payment of this Note in accordance with the Indenture, this Note shall thereupon cease to bear interest from and after the Redemption Date. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note may be registered on the Note Register of the Company, upon surrender of this Note for registration of transfer at the office or agency designated by the Company pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Notes of authorized denominations and for the same aggregate principal amount will be issued to the designated transferee or transferees. The Company may charge a reasonable fee for the registration of such transfer, or for any change of address of a Holder (or of any other Person to whom the Holder directs that payments under this Note are to be made). Prior to the due presentment for registration of transfer of this Note, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes under the Indenture at any time by the Company with the consent of the Majority Holders. The Indenture also contains provisions permitting the Majority Holders, on behalf of the Holders of all the Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Trustee to amend or waive certain terms and conditions provided therein. Upon set forth in the occurrence and continuation Indenture without the consent of one or more Holders of the Events of Default specified Note issued thereunder. The Notes are issuable only in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all registered form in denominations as provided in the AgreementIndenture and subject to certain limitations therein set forth. Loans made The Notes are exchangeable for a like aggregate principal amount of a different authorized denomination, as requested by the Lender Holder surrendering same. The Company may charge a reasonable fee for such exchange. This Note and the Indenture shall be evidenced construed in accordance with, and governed by, the laws of the State of Texas applicable to agreements made and to be performed therein. The Indenture and this Note are hereby expressly limited so that in no contingency or event, whether by one reason of acceleration of the maturity of this Note or more loan accounts otherwise, shall the amount paid, or records maintained agreed to be paid by the Lender Company for the use, forbearance, or detention of the money loaned under this Note or otherwise or for the payment or performance of any covenant or obligation contained herein or the Indenture or in any other document evidencing, securing or pertaining hereto, exceed the ordinary course maximum amount permissible under applicable law, as now or as hereafter amended. If from any circumstances whatsoever fulfillment of business. The Lender may also attach schedules any provision hereof or any of such other documents, at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by law, then IPSO FACTO, the obligation to be fulfilled shall be reduced to the limit of such validity, and if from any such circumstances the Holder of this Note shall ever receive interest or anything which might be deemed interest under applicable law which should exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the principal of this Note and endorse thereon not to the datepayment of interest, amount or if such excessive interest exceeds the unpaid balance of principal of this Note such excess shall be refunded to the Company. All sums paid or agreed to be paid to the Holder of this Note for the use, forbearance or detention of the indebtedness of the Company to the Holder of this Note shall, to the extent permitted by applicable law, be amortized, prorated, allocated and maturity spread throughout the full term of such indebtedness until payment in full so that the actual rate of interest on account of such indebtedness is uniform, or does not exceed the maximum rate permitted by applicable law as now or hereafter amended, throughout the term thereof. The terms and provisions of this paragraph shall control and supersede every other provision of this Note and the Indenture. The Company hereby waives, to the extent permitted by applicable law, all of its Loans and payments with respect theretorights or protections afforded by any applicable usury or interest limitation law. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice Unless the certificate of protest, demand, dishonor and non-payment of this Note. [***] Confidential treatment authentication hereon has been requested executed by the Trustee by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. HAMMERHEAD SOLAR, LLC By: Name: Title: [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. LOANS AND PAYMENTS with respect thereto Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. EXHIBIT B to Loan Agreement FORM OF BORROWING NOTICE [See Attached] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. EXHIBIT B to Loan Agreement FORM OF BORROWING NOTICE Date: 1 Requested Borrowing Date: Bank of America, N.A. Administrative Agent 000 Xxxx Xxxxxx Mail Code: TX1-492-14-12 Xxxxxx, XX 00000-0000 Telephone: (000) 000-0000 Telecopy: (000) 000-0000 [Omitted] Bank of America Plaza 000 X Xxxxx Xxxxxx Mail Code: NC1-002-15-36 Xxxxxxxxx, XX 00000-000 Attention: Xxxxxx X. Xxxxx Telephone: (000) 000-0000 Telecopy: (000) 000-0000 [Omitted] Re: Project Shark Loan Facility This Borrowing Notice is delivered to you pursuant to Section 2.1(a)(iii) of the Loan Agreement dated as of February 4, 2014, (as amended, modified or supplemented and in effect from time to time, the “Loan Agreement”) by and among Hammerhead Solar, LLC, a Delaware limited liability company (the “Borrower”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), and Bank of America, N.A., as Collateral Agent, and as Administrative Agent (together with its successors and permitted assigns in such capacity, the “Administrative Agent”), pursuant to which the Lenders have agreed to make Loans to the Borrower. Each capitalized term used and not otherwise defined herein shall have the meaning assigned thereto in Section 1.1 of the Loan Agreement. This Borrowing Notice constitutes a request for a Loan as set forth below:any purpose.
Appears in 1 contract
Form of Note. FOR VALUE RECEIVED(a) The form of Note is as follows: TAMARACK LENDERS CORPORATION AUTO RECEIVABLES BACKED NOTES $ No. ----------------- ----------------- Tamarack Lenders Corporation, a corporation duly organized and existing under the undersigned laws of the State of Texas (herein referred to as the “Borrower”"Company"), for value received, hereby promises to pay to _____________________________ or registered assigns assigns, the principal sum of _____________________________ dollars, and to pay interest (computed on the “Lender”)basis of a 360-day year consisting of 12 months of 30 days each) on the unpaid portion of said principal sum outstanding from time to time from the date of issue, in accordance with the provisions of the Agreement (as hereinafter defined), until the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of February 4, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent and Collateral Agent. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount this Note is paid in full, at the rate of ______ per annum, which interest shall be due and payable upon the 15th day of each calendar month (for such interest rates accruing through the last day of the prior calendar month) during the term of this Note commencing with the second calendar month following the calendar month in which this Note is issued (each a "Payment Date"). The principal sum hereof shall be due and payable in [_____ equal consecutive monthly installments] commencing on the Principal Repayment Commencement Date (as hereafter defined) and thereafter on every Payment Date, until _____________ (the "Stated Maturity"), at which time all then unpaid principal and accrued interest hereunder shall be due and payable. [The Principal Repayment Commencement Date is ___________________.] The principal of and interest on this Note are payable in such times coin or currency of the United States of America as provided in at the Agreementtime of payment is legal tender for payment of public and private debts. All payments of principal and interest made by the Company with respect to this Note shall be made applied first to interest due and payable on this Note as provided above and then to the Administrative Agent for the account unpaid principal of this Note. This Note represents a general obligation of the Lender in Dollars in immediately available funds at the Administrative Agent’s office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the AgreementCompany. This Note is one of a duly authorized issue of Notes of the Company, designated as its Auto Receivables Backed Notes, Series ___________, (herein called the "Notes"), all issued and to be issued under an Indenture dated as of __________________, 1997 (herein called the "Indenture"), between the Company and Sterling Trust Company (the "Trustee", which term includes any successor Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights thereunder of the Company, the Trustee and the Holders of the Notes, and the terms upon which the Notes referred are, and are to be, authenticated and delivered. All capitalized terms used in this Note which are defined in the Agreement, is entitled Indenture shall have the meanings assigned to them in the Indenture. Payment of the outstanding principal of and accrued interest on this Note at the Stated Maturity [or of the Redemption Price payable on any Redemption Date as of which this Note has been called for redemption] shall be made upon presentation of this Note to the benefits thereof Paying Agent appointed by the Company for such purpose. Payments of all installments of interest and principal due and payable on any Payment Date (other than the Stated Maturity) shall be made by check mailed to the Person whose name appears as the Holder of this Note on the Note Register as of the first day of the month in which such Payment Date occurs (the "Record Date") without requiring that this Note be submitted for notation of payment. Checks returned undelivered will be held for payment to the Person entitled thereto, subject to the terms of the Indenture, at the office or agency in the United States of America designated by the Company for such purpose pursuant to the Indenture. If an Event of Default shall occur and be continuing with respect to the Notes, the Notes, and all principal and unpaid accrued interest, may be prepaid declared due and payable in the manner and with the effect provided in the Indenture. [The Notes are redeemable, at any time, at the option of the Company on any Payment Date, in whole or in part part, at 100% of the unpaid principal amount thereof, together with accrued interest thereon; provided, however, that the Paying Agent shall be required to redeem the Notes at such time only to the extent that the Company has theretofore deposited with the Paying Agent money sufficient to effect such redemption. At least ten days prior to the Redemption Date, the Company is required to mail a notice of redemption to the registered owner of this Note specifying the Redemption Date, the Redemption Price, the name and address of the Paying Agent, that this Note must be delivered to the Paying Agent and that interest on this Note ceases to accrue on and after the Redemption Date. If provision is made for the redemption and payment of this Note in accordance with the Indenture, this Note shall thereupon cease to bear interest from and after the Redemption Date.] As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note may be registered on the Note Register of the Company, upon surrender of this Note for registration of transfer at the office or agency designated by the Company pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Notes of authorized denominations and for the same aggregate principal amount will be issued to the designated transferee or transferees. The Company may charge a reasonable fee for the registration of such transfer, or for any change of address of a Holder (or of any other Person to whom the Holder directs that payments under this Note are to be made). Prior to the due presentment for registration of transfer of this Note, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes under the Indenture at any time by the Company with the consent of the Majority Holders. The Indenture also contains provisions permitting the Majority Holders, on behalf of the Holders of all the Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Trustee to amend or waive certain terms and conditions provided therein. Upon set forth in the occurrence and continuation Indenture without the consent of one or more Holders of the Events of Default specified Note issued thereunder. The Notes are issuable only in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all registered form in denominations as provided in the AgreementIndenture and subject to certain limitations therein set forth. Loans made The Notes are exchangeable for a like aggregate principal amount of a different authorized denomination, as requested by the Lender Holder surrendering same. The Company may charge a reasonable fee for such exchange. This Note and the Indenture shall be evidenced construed in accordance with, and governed by, the laws of the State of Texas applicable to agreements made and to be performed therein. The Indenture and this Note are hereby expressly limited so that in no contingency or event, whether by one reason of acceleration of the maturity of this Note or more loan accounts otherwise, shall the amount paid, or records maintained agreed to be paid by the Lender Company for the use, forbearance, or detention of the money loaned under this Note or otherwise or for the payment or performance of any covenant or obligation contained herein or the Indenture or in any other document evidencing, securing or pertaining hereto, exceed the ordinary course maximum amount permissible under applicable law, as now or as hereafter amended. If from any circumstances whatsoever fulfillment of business. The Lender may also attach schedules any provision hereof or any of such other documents, at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by law, then IPSO FACTO, the obligation to be fulfilled shall be reduced to the limit of such validity, and if from any such circumstances the Holder of this Note shall ever receive interest or anything which might be deemed interest under applicable law which should exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the principal of this Note and endorse thereon not to the datepayment of interest, amount or if such excessive interest exceeds the unpaid balance of principal of this Note such excess shall be refunded to the Company. All sums paid or agreed to be paid to the Holder of this Note for the use, forbearance or detention of the indebtedness of the Company to the Holder of this Note shall, to the extent permitted by applicable law, be amortized, prorated, allocated and maturity spread throughout the full term of such indebtedness until payment in full so that the actual rate of interest on account of such indebtedness is uniform, or does not exceed the maximum rate permitted by applicable law as now or hereafter amended, throughout the term thereof. The terms and provisions of this paragraph shall control and supersede every other provision of this Note and the Indenture. The Company hereby waives, to the extent permitted by applicable law, all of its Loans and payments with respect theretorights or projections afforded by any applicable usury or interest limitation law. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice Unless the certificate of protest, demand, dishonor and non-payment of this Note. [***] Confidential treatment authentication hereon has been requested executed by the Trustee by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. HAMMERHEAD SOLAR, LLC By: Name: Title: [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. LOANS AND PAYMENTS with respect thereto Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. EXHIBIT B to Loan Agreement FORM OF BORROWING NOTICE [See Attached] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. EXHIBIT B to Loan Agreement FORM OF BORROWING NOTICE Date: 1 Requested Borrowing Date: Bank of America, N.A. Administrative Agent 000 Xxxx Xxxxxx Mail Code: TX1-492-14-12 Xxxxxx, XX 00000-0000 Telephone: (000) 000-0000 Telecopy: (000) 000-0000 [Omitted] Bank of America Plaza 000 X Xxxxx Xxxxxx Mail Code: NC1-002-15-36 Xxxxxxxxx, XX 00000-000 Attention: Xxxxxx X. Xxxxx Telephone: (000) 000-0000 Telecopy: (000) 000-0000 [Omitted] Re: Project Shark Loan Facility This Borrowing Notice is delivered to you pursuant to Section 2.1(a)(iii) of the Loan Agreement dated as of February 4, 2014, (as amended, modified or supplemented and in effect from time to time, the “Loan Agreement”) by and among Hammerhead Solar, LLC, a Delaware limited liability company (the “Borrower”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), and Bank of America, N.A., as Collateral Agent, and as Administrative Agent (together with its successors and permitted assigns in such capacity, the “Administrative Agent”), pursuant to which the Lenders have agreed to make Loans to the Borrower. Each capitalized term used and not otherwise defined herein shall have the meaning assigned thereto in Section 1.1 of the Loan Agreement. This Borrowing Notice constitutes a request for a Loan as set forth below:any purpose.
Appears in 1 contract
Samples: Tamarack Funding Corp
Form of Note. THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND, ACCORDINGLY, MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR VALUE RECEIVEDSALE PURSUANT TO THE SECURITIES ACT OF 1933, the undersigned AS AMENDED, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144, (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR (IV) SUCH TRANSFER IS IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED. Convertible Promissory Note $5,200,000.00 September __, 2017 (the “BorrowerIssue Date”) CPN-1 Durham, North Carolina For value received, Argos Therapeutics, Inc., a Delaware corporation with an address at 0000 Xxxxxxxxxx Xxxxx, Xxxxxx, XX 00000 (the “Company”), hereby promises to pay to or registered assigns Invetech Pty Ltd, an Australian company with an address at 000 Xxxxxxxxx Xxxx, Mt Waverley, Victoria 3149, Australia (the “LenderHolder”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount sum of each Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of February 4, 2014 Five Million Two Hundred Thousand Dollars (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined$5,200,000.00), among together with interest at the Borrower, the Lenders from time to time party thereto, and Bank rate of America, N.A., as Administrative Agent and Collateral Agentsix percent (6.0%) per annum. The Borrower promises to pay interest Interest shall commence on the unpaid Issue Date and shall continue and accrue daily at the applicable rate on the outstanding principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s office. If any amount is not paid in full when due hereunder, such or converted in accordance with this note (the “Note”). Interest shall compound annually on each anniversary of the Issue Date. Interest shall be computed on the basis of a year of 360 days for the actual number of days elapsed. Accrued and unpaid amount interest that has not been converted or reduced in accordance herewith shall bear interest, to be paid upon demand, from by the due date thereof until Company to the date of actual payment (and before as well as after judgment) computed at Holder in cash on the per annum rate set forth in the AgreementMaturity Date. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the following terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. HAMMERHEAD SOLAR, LLC By: Name: Title: [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. LOANS AND PAYMENTS with respect thereto Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. EXHIBIT B to Loan Agreement FORM OF BORROWING NOTICE [See Attached] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. EXHIBIT B to Loan Agreement FORM OF BORROWING NOTICE Date: 1 Requested Borrowing Date: Bank of America, N.A. Administrative Agent 000 Xxxx Xxxxxx Mail Code: TX1-492-14-12 Xxxxxx, XX 00000-0000 Telephone: (000) 000-0000 Telecopy: (000) 000-0000 [Omitted] Bank of America Plaza 000 X Xxxxx Xxxxxx Mail Code: NC1-002-15-36 Xxxxxxxxx, XX 00000-000 Attention: Xxxxxx X. Xxxxx Telephone: (000) 000-0000 Telecopy: (000) 000-0000 [Omitted] Re: Project Shark Loan Facility This Borrowing Notice is delivered to you pursuant to Section 2.1(a)(iii) of the Loan Agreement dated as of February 4, 2014, (as amended, modified or supplemented and in effect from time to time, the “Loan Agreement”) by and among Hammerhead Solar, LLC, a Delaware limited liability company (the “Borrower”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), and Bank of America, N.A., as Collateral Agent, and as Administrative Agent (together with its successors and permitted assigns in such capacity, the “Administrative Agent”), pursuant to which the Lenders have agreed to make Loans to the Borrower. Each capitalized term used and not otherwise defined herein shall have the meaning assigned thereto in Section 1.1 of the Loan Agreement. This Borrowing Notice constitutes a request for a Loan as set forth belowconditions:
Appears in 1 contract
Samples: Satisfaction and Release Agreement (Argos Therapeutics Inc)
Form of Note. FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Amended and Restated Credit Agreement, dated as of February 4September 3, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent and Collateral Agentan L/C Issuer, and JPMorgan Chase Bank, N.A., as an L/C Issuer. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s officeOffice. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guaranties. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted Bank of America/BJ’s Restaurants, Inc./Amended and filed separately with the Securities and Exchange Commission. Restated Credit Agreement (9-3-14.3) Form of Note THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKCALIFORNIA. HAMMERHEAD SOLARBJ’S RESTAURANTS, LLC INC., a California corporation By: Name: Title: [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted Bank of America/BJ’s Restaurants, Inc./Amended and filed separately with the Securities and Exchange Commission. Restated Credit Agreement (9-3-14.3) Form of Note LOANS AND PAYMENTS with respect thereto WITH RESPECT THERETO Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted Bank of America/BJ’s Restaurants, Inc./Amended and filed separately with the Securities and Exchange Commission. Restated Credit Agreement (9-3-14.3) C -3 Form of Note EXHIBIT B to Loan Agreement D FORM OF BORROWING NOTICE [See Attached] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. EXHIBIT B to Loan Agreement FORM OF BORROWING NOTICE COMPLIANCE CERTIFICATE Financial Statement Date: 1 Requested Borrowing Date, To: Bank of America, N.A. N.A., as Administrative Agent 000 Xxxx Xxxxxx Mail CodeLadies and Gentlemen: TX1-492-14-12 XxxxxxReference is made to that certain Amended and Restated Credit Agreement, XX 00000-0000 Telephone: (000) 000-0000 Telecopy: (000) 000-0000 [Omitted] Bank of America Plaza 000 X Xxxxx Xxxxxx Mail Code: NC1-002-15-36 Xxxxxxxxx, XX 00000-000 Attention: Xxxxxx X. Xxxxx Telephone: (000) 000-0000 Telecopy: (000) 000-0000 [Omitted] Re: Project Shark Loan Facility This Borrowing Notice is delivered to you pursuant to Section 2.1(a)(iii) of the Loan Agreement dated as of February 4September 3, 2014, 2014 (as amended, restated, extended, supplemented or otherwise modified or supplemented and in effect writing from time to time, the “Loan Agreement”) by and ;” the terms defined therein being used herein as therein defined), among Hammerhead SolarBJ’s Restaurants, LLCInc., a Delaware limited liability company California corporation (the “Borrower”), each lender the Lenders from time to time party thereto (collectivelythereto, the “Lenders” and individually, a “Lender”), and Bank of America, N.A., as Collateral AgentAdministrative Agent and an L/C Issuer, and JPMorgan Chase Bank, N.A., as an L/C Issuer. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent (together with its successors and permitted assigns in such capacity, on the “Administrative Agent”), pursuant to which the Lenders have agreed to make Loans to behalf of the Borrower. Each capitalized term used , and not otherwise defined herein shall have the meaning assigned thereto in Section 1.1 of the Loan Agreement. This Borrowing Notice constitutes a request that: [Use following paragraph 1 for a Loan as set forth below:fiscal year-end financial statements]
Appears in 1 contract
Form of Note. The Notes and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms, with such changes therein as the officers of the Company executing the Notes (by manual or facsimile signature) may approve, such approval to be conclusively evidenced by their execution thereof: (FORM OF FACE OF NOTE) [If the note is to be a Global Note, insert - ] UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR VALUE RECEIVEDSECURITIES IN DEFINITIVE REGISTERED FORM, the undersigned THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO THE NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. CUSIP No. 000000XX0 $ _________________ ALLTEL CORPORATION 7.875% SENIOR NOTE DUE 2032 ALLTEL CORPORATION, a Delaware corporation (the “Borrower”"Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined)assigns, the principal amount sum of each Loan from time _____________________ Dollars ($_____________) on July 1, 2032 (such date is hereinafter referred to time made by as the Lender to the Borrower under that certain Credit Agreement, dated as of February 4, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined"Maturity Date"), among the Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent and Collateral Agent. The Borrower promises to pay interest on said principal sum from June 19, 2002 or from the unpaid next recent date to which interest has been paid or duly provided for, semi-annually in arrears on January 1 and July 1 of each year (each such date, an "Interest Payment Date"), commencing on January 1, 2003, at the rate of 7.875% per year through and including the day immediately preceding the Maturity Date (or, in the event of an optional redemption, the day immediately preceding the optional redemption date) and thereafter, to the extent permitted by law, to pay interest, compounded semi-annually, on any overdue principal and premium, if any, and on any overdue installment of interest at the rate per year of 7.875%. The Company may at any time, without consent of the Holder hereof, create and issue additional Notes having the same ranking and the same interest rate, maturity and other terms as this Note. The amount of each Loan from interest payable on any Interest Payment Date shall be computed on the date basis of such Loan until such principal amount is paid in fulla 360-day year consisting of twelve 30-day months and, at such interest rates and at such times except as provided in the AgreementIndenture (as defined below), the amount of interest payable for any period shorter than a full semi-annual period for which interest is computed will be computed on the basis of the actual number of days elapsed in such 180-day period. All payments In the event that any date on which interest is payable on this Note is not a Business Day, then payment of principal interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such Interest Payment Date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Administrative Agent Person in whose name this Note (or one or more predecessor Securities) is registered at the close of business on December 15 or June 15, as the case may be (whether or not a Business Day), immediately preceding such Interest Payment Date (the "Regular Record Date"). Any such interest installment not punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the registered Holders at the close of business on such Regular Record Date and may be paid to the Person in whose name this Note (or one or more predecessor Securities) is registered at the close of business on a special record date to be fixed by the Company, pursuant to Section 2.14 of the Base Indenture (as defined below), for the account payment of the Lender in Dollars in immediately available funds at the Administrative Agent’s office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear defaulted interest, notice whereof shall be given to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one registered Holders of the Notes referred not less than 15 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange, if any, on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the AgreementIndenture. The principal of (and premium, is entitled to if any) and the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid interest on this Note shall becomebe payable at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be declared made at the option of the Company by check mailed to bethe registered Holder at such address as shall appear in the register or by wire transfer to an account appropriately designated by the Holder entitled thereto. The indebtedness evidenced by this Note is, immediately due and payable all as to the extent provided in the AgreementIndenture, senior and unsecured and will rank equal in right of payment to all other senior unsecured obligations of the Company. Loans made This Note shall not be entitled to any benefit under the Indenture hereinafter referred to or be valid or obligatory for any purpose until the Certificate of Authentication shall have been signed by or on behalf of the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of businessTrustee. The Lender may also attach schedules to provisions of this Note are continued on the reverse side hereof and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The Borrower, such continued provisions shall for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. HAMMERHEAD SOLAR, LLC By: Name: Title: [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. LOANS AND PAYMENTS with respect thereto Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. EXHIBIT B to Loan Agreement FORM OF BORROWING NOTICE [See Attached] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. EXHIBIT B to Loan Agreement FORM OF BORROWING NOTICE Date: 1 Requested Borrowing Date: Bank of America, N.A. Administrative Agent 000 Xxxx Xxxxxx Mail Code: TX1-492-14-12 Xxxxxx, XX 00000-0000 Telephone: (000) 000-0000 Telecopy: (000) 000-0000 [Omitted] Bank of America Plaza 000 X Xxxxx Xxxxxx Mail Code: NC1-002-15-36 Xxxxxxxxx, XX 00000-000 Attention: Xxxxxx X. Xxxxx Telephone: (000) 000-0000 Telecopy: (000) 000-0000 [Omitted] Re: Project Shark Loan Facility This Borrowing Notice is delivered to you pursuant to Section 2.1(a)(iii) of the Loan Agreement dated as of February 4, 2014, (as amended, modified or supplemented and in effect from time to time, the “Loan Agreement”) by and among Hammerhead Solar, LLC, a Delaware limited liability company (the “Borrower”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), and Bank of America, N.A., as Collateral Agent, and as Administrative Agent (together with its successors and permitted assigns in such capacity, the “Administrative Agent”), pursuant to which the Lenders have agreed to make Loans to the Borrower. Each capitalized term used and not otherwise defined herein shall all purposes have the meaning assigned thereto in Section 1.1 of the Loan Agreement. This Borrowing Notice constitutes a request for a Loan same effect as though fully set forth below:at this place.
Appears in 1 contract
Samples: Alltel Corp
Form of Note. FOR VALUE RECEIVED, the undersigned (the “Borrower”), ) hereby promises to pay to _____________________ or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Third Amended and Restated Revolving Credit Agreement, dated as of February 4April 26, 2014 2011 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent Agent, Fronting Bank and Collateral AgentSwing Line Lender. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s officeOffice. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. HAMMERHEAD SOLAR, LLC THE TIMBERLAND COMPANY By: Name: Title: [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. LOANS AND PAYMENTS with respect thereto WITH RESPECT THERETO Amount of Principal Outstanding End of Interest or Interest Paid Principal Balance Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted Schedule 1 Lenders and filed separately with the Securities and Exchange Commission. EXHIBIT B to Loan Agreement FORM OF BORROWING NOTICE [See Attached] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. EXHIBIT B to Loan Agreement FORM OF BORROWING NOTICE Date: 1 Requested Borrowing Date: Commitments COMMITMENT LENDERS COMMITMENT PERCENTAGE Bank of America, N.A. Administrative Agent 000 $ 34,000,000 17.00 % Domestic Lending Office: 0000 Xxxxxxx Xxxx Xxxxxx Mail Code: TX1CA4-492702-1402-12 Xxxxxx05 Concord, XX 00000-0000 TelephoneCA 94520 Tel: (000) 000-0000 TelecopyFax: (000) 000-0000 [Omitted] Attention: Xxx Xxxxx Eurodollar Lending Office: Same as above. Fronting Bank of America Plaza Address: Same as above. JPMorgan Chase Bank, N.A. $ 28,000,000 14.00 % Domestic Lending Office: 000 X Xxxx Xxx., 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxxx Xxxxxxxxx, Underwriter Eurodollar Lending Office: Same as above. Xxxxx Fargo Bank, N.A. $ 26,500,000 13.25 % Domestic Lending Office: 0000 Xxxxxxxxxx Xx. Xxxxxxx, XX 00000 Attention: Xxxxx Xxxxx, Vice President Eurodollar Lending Office: Same as above. U.S. Bank National Association $ 26,500,000 13.25 % Domestic Lending Office: 000 XX Xxx Xxxxxx Xxxxxxxx, XX 00000 Attention: Xxxxx Xxxxxxxxxx Eurodollar Lending Office: Same as above. COMMITMENT LENDERS COMMITMENT PERCENTAGE HSBC Bank USA, National Association $ 26,500,000 13.25 % Domestic Lending Office: 000 Xxxxx Xxxxxx Mail Code: NC1-002-15-36 XxxxxxxxxXxx Xxxx, XX 00000-000 00000 Attention: Xxxxx X. Xxxxx, Vice President Eurodollar Lending Office: Same as above. The Northern Trust Company $ 25,000,000 12.50 % Domestic Lending Office: 00 Xxxxx XxXxxxx Xxxxxx Xxxxxxx, XX 00000 Attention: Xxxxxxxx Xxxxx Eurodollar Lending Office: Same as above. RBS Citizens, N.A. $ 18,500,000 9.25 % Domestic Lending Office: 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxx, XX 00000 Attention: Xxxxxx X. Xxxxx TelephoneXxxxxxx Eurodollar Lending Office: (000) 000Same as above. Intesa Sanpaolo S.p.A. — New York Branch $ 15,000,000 7.50 % Domestic Lending Office: 0 Xxxxxxx Xxxxxx New York, NY 10004 Attention: Xxxx Xxxxxx, Vice President Eurodollar Lending Office: Same as above. TOTAL $ 200,000,000 100 % Schedule 1-0000 Telecopy: (000) 000-0000 [Omitted] Re: Project Shark Loan Facility This Borrowing Notice is delivered to you pursuant to Section 2.1(a)(iii) A Existing Letters of the Loan Agreement dated as of February 4, 2014, (as amended, modified or supplemented and in effect from time to time, the “Loan Agreement”) by and among Hammerhead Solar, LLC, a Delaware limited liability company (the “Borrower”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), and Bank of America, N.A., as Collateral Agent, and as Administrative Agent (together with its successors and permitted assigns in such capacity, the “Administrative Agent”), pursuant to which the Lenders have agreed to make Loans to the Borrower. Each capitalized term used and not otherwise defined herein shall have the meaning assigned thereto in Section 1.1 of the Loan Agreement. This Borrowing Notice constitutes a request for a Loan as set forth below:Credit
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Form of Note. FOR VALUE RECEIVED(a) The face of the Note to be issued pursuant to the terms of this Note Agreement shall be in the following form: FBL Financial Group, the undersigned Inc., an Iowa corporation (the “Borrower”"Company"), for value received, hereby promises to pay to FBL Financial Group Capital Trust or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined)assigns, the principal amount sum of each Loan from time to time made by One Hundred Million Dollars ($100,000,000.00) on June 30, 2047 (the Lender to the Borrower under that certain Credit Agreement, dated as of February 4, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined"Maturity Date"), among the Borrower, the Lenders from time to time party theretounless previously prepaid, and Bank of America, N.A., as Administrative Agent and Collateral Agent. The Borrower promises to pay interest on the unpaid outstanding principal amount hereof from May 30, 1997, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 of each Loan from year, commencing June 30, 1997 at the rate of 5% per annum until the principal hereof shall have become due and payable, and at the same rate per annum on any overdue principal and premium, if any. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months and, for any period less than a full calendar month, the actual number of days elapsed in such month. In the event that any date on which the principal of (or premium, if any) or interest on this Note is payable is not a Business Day, then the payment payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), in each case, with the same force and effect as if made on the date such payment was originally payable. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, be paid to the Person in whose name this Note is registered at the close of such Loan until such principal amount is paid in full, at business on the regular record date for such interest rates and at such times as provided in the Agreement. All payments of principal and interest installment, which shall be made the fifteenth (15th) day of the month preceding the month in which the relevant Interest Payment Date falls. Notwithstanding the foregoing, any interest that is payable on the Maturity Date will be payable to the Administrative Agent for the account of the Lender in Dollars in immediately available funds Person to whom principal payable at the Administrative Agent’s officeMaturity Date shall be payable. If any amount is Any such interest installment not punctually paid in full when due hereunder, such unpaid amount or duly provided for shall bear interest, forthwith cease to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one of the Notes referred to in the Agreement, is entitled payable to the benefits thereof holders on such regular record date and may be prepaid in whole or in part subject paid to the terms and conditions provided therein. Upon the occurrence and continuation of Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a special record date to be fixed by the Events Company for the payment of Default specified in such defaulted interest, notice whereof shall be given to the Agreementholders of Note not less than 10 days prior to such special record date. The principal of (and premium, all amounts then remaining unpaid if any) and interest on this Note shall becomebe payable by (i) check mailed to the holder at such address as shall appear in the Note Register or (ii) by transfer to an account maintained by the Person entitled thereto, or may provided that proper written transfer instructions have been received by the relevant record date. Payment of principal of this Note shall only be declared made upon surrender of this Note to bethe Company. The indebtedness evidenced by this Note is, immediately due and payable all as to the extent provided in the Note Agreement. Loans made by , subordinate and junior in right of payment to the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender prior payment in the ordinary course full of business. The Lender may also attach schedules to all Senior Indebtedness, and this Note and endorse thereon is issued subject to the date, amount and maturity provisions of its Loans and payments the Note Agreement with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment Each holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions. [***] Confidential treatment has been requested for Each holder hereof, by his or her acceptance hereof hereby (b) waives all notice of the bracketed portionsacceptance of the subordination provisions contained herein and in the Note Agreement by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. The confidential redacted portion has been omitted provisions of this Note are continued on the reverse side hereof and filed separately with the Securities and Exchange Commission. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. HAMMERHEAD SOLAR, LLC By: Name: Title: [***] Confidential treatment has been requested such provisions shall for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. LOANS AND PAYMENTS with respect thereto Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. EXHIBIT B to Loan Agreement FORM OF BORROWING NOTICE [See Attached] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. EXHIBIT B to Loan Agreement FORM OF BORROWING NOTICE Date: 1 Requested Borrowing Date: Bank of America, N.A. Administrative Agent 000 Xxxx Xxxxxx Mail Code: TX1-492-14-12 Xxxxxx, XX 00000-0000 Telephone: (000) 000-0000 Telecopy: (000) 000-0000 [Omitted] Bank of America Plaza 000 X Xxxxx Xxxxxx Mail Code: NC1-002-15-36 Xxxxxxxxx, XX 00000-000 Attention: Xxxxxx X. Xxxxx Telephone: (000) 000-0000 Telecopy: (000) 000-0000 [Omitted] Re: Project Shark Loan Facility This Borrowing Notice is delivered to you pursuant to Section 2.1(a)(iii) of the Loan Agreement dated as of February 4, 2014, (as amended, modified or supplemented and in effect from time to time, the “Loan Agreement”) by and among Hammerhead Solar, LLC, a Delaware limited liability company (the “Borrower”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), and Bank of America, N.A., as Collateral Agent, and as Administrative Agent (together with its successors and permitted assigns in such capacity, the “Administrative Agent”), pursuant to which the Lenders have agreed to make Loans to the Borrower. Each capitalized term used and not otherwise defined herein shall all purposes have the meaning assigned thereto in Section 1.1 of the Loan Agreement. This Borrowing Notice constitutes a request for a Loan same effect as though fully set forth below:at this place.
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Samples: Deferrable Interest Note Agreement (FBL Financial Group Inc)